Disposition Restrictions. 6 3. Registration...................................................9 4.
Disposition Restrictions. In the event that any Member (or any of its Permitted Transferees) Disposes of any of its Partnership Units to any transferee, such Person shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition (in the case of any Lender, including the number of Equivalent Securities held by such Lender on a fully-converted basis).
Disposition Restrictions. During the term of the Company, the Manager shall have no right or power to tender, transfer, pledge, hypothecate, or otherwise dispose of any of the Company NetSuite Shares, except:
(i) To make Gifts as directed and in accordance with written instructions from the Member, or to make distributions to the Member to satisfy written requests to the Manager from the Member for distributions to fund Gifts (which requests shall include written certification to the Manager that all distributed shares will be promptly transferred to make a Gift and shall identify the intended donee);
(ii) In the case of a disposition that occurs in connection with a Reorganization of NetSuite, or in connection with a tender offer for the purchase or exchange of more than 50% of outstanding capital stock (a “Tender Offer”) of NetSuite, which Tender Offer (A) has been approved or recommended by the Board of Directors of NetSuite and (B) the Manager has been instructed to tender into or accept in a writing received by the Manager from the Member; or
(iii) To sell Company NetSuite Shares and distribute the resulting cash proceeds to the Member (or to make distributions in kind of Company NetSuite Shares to the Member for sale by the Member), in such amounts and at such times as the Accountant determines in good faith and notifies the Manager in writing are necessary for the Member to pay U.S. federal and applicable state income tax liabilities of the beneficial owner of the Member that are attributable to the Company (collectively “Tax Obligations”).
Disposition Restrictions. The Manager shall have no right or power to tender, transfer, pledge, hypothecate, or otherwise dispose of any stock, securities or other assets held by the Company that are not Company NetSuite Shares, except:
(i) To make Gifts as directed and in accordance with written instructions from the Member, or make distributions of such stock, securities, or assets to the Member to satisfy written requests to the Manager from the Member for distributions to fund Gifts (which requests shall include written certification to the Manager that all distributed shares will be promptly transferred to make a Gift and shall identify the intended donee);
(ii) In the case of a disposition that occurs in connection with a Reorganization involving the issuer of such securities, or in connection with a Tender Offer involving the issuer of such securities, which Tender Offer (A) has been approved or recommended by the Board of Directors of the issuer and (B) the Manager has been instructed to tender into or accept in a writing received by the Manager from the Member;
(iii) To sell such stock, securities or assets and distribute the resulting cash proceeds to the Member (or to make distributions in kind of such stock, securities or assets to the Member for sale by the Member), in accordance with written instructions received by the Manager from the Accountant, in such amounts and at such times as the Accountant determines in good faith and notifies the Manager in writing are necessary to generate cash to fund distributions to the Member to pay Tax Obligations; or
(iv) If applicable, to implement a diversification/management plan in accordance with written recommendations as contemplated by Section 5(d) below.
Disposition Restrictions. (a) In the event that Southcross or any of its Permitted Transferees Dispose to an unaffiliated third party transferee any of their Partnership Units (or exchanges its Partnership Units for Equity Securities of SXE pursuant to Section 3.16 of the Partnership Agreement), such Person shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition;
(b) In the event of a BBTS Distribution, BBTS or any of its Permitted Transferees shall also be required to Dispose to each member of the TW Group and each member of the EIG Group to whom Partnership Units are distributed, and each such member of the TW Group and the EIG Group shall be required to accept the Disposition of, a portion of the Units held by BBTS and its Permitted Transferees equal to the number of outstanding Units held by BBTS and its Permitted Transferees immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of to such Person and the denominator of which is the total number of Partnership Units held by BBTS and its Permitted Transferees immediately prior to such BBTS Distribution;
(c) In the event that, after a BBTS Distribution, any member of the EIG Group or their Permitted Transferees Dispose to an unaffiliated third party transferee any of its Partnership Units (or exchanges its Partnership Units for Equity Securities of SXE pursuant to Section 3.16 of the Partnership Agreement), such Person shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition;
(d) In the event that, after a BBTS Distribution, any Member of the TW Group or their Permitted Transferees Dispose to an unaf...
Disposition Restrictions. Without in any way limiting the representations set forth above, each Investor further agrees not to make any disposition of all or any portion of the Purchased Securities unless and until:
(i) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or,
(ii) Such Investor shall have (1) notified the Company of the proposed disposition, (2) furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, (3) furnished the Company with a written opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of any securities under the Act or the consent of (or a permit from) any authority under any applicable state securities laws.
Disposition Restrictions. 4 3. [Intentionally Omitted].................................................7 4. [Intentionally Omitted].................................................7 5. Registration............................................................7 6.
Disposition Restrictions. Notwithstanding any other provision of this Agreement to the contrary, unless otherwise approved in writing by Marcus, the Holders shall not, and shall prohibit any Person from:
(i) conducting any Overnight Transaction where the price paid by the underwriter to a Holder to acquire Shares is less than 90% of the Closing Price for the preceding Trading Day; and
(ii) conducting any Registered Block Trade where the price paid by the purchaser of Shares to a Holder to acquire Shares is less than 95% of the Closing Price for the preceding Trading Day.
Disposition Restrictions the Borrower shall use and shall cause each Guaranteeing Subsidiary to use reasonable commercial efforts to ensure that all agreements in the nature of Material Contracts entered into by the Borrower or any Guaranteeing Subsidiary after the date hereof may be subject to the Security Interest constituted by the Security and may thereafter be sold, assigned and transferred in the course of any realization or enforcement of such Security to a reasonably creditworthy purchaser, assignee or transferee who agrees to be bound by the provisions of such contracts; and
Disposition Restrictions. No admission (or purported admission) of a ------------------------ Member, and no transfer (or purported transfer) of all or any part of a Member's Company Interest (or any economic interest therein), whether to another Member or to a person who is not a Member, shall be effective, and any such admission or transfer (or purported admission or transfer) shall be void ab initio, and no -- ------ Person shall otherwise become a Member if after such admission or transfer (or purported admission or transfer) the Company would have more than one hundred (100) Members. For purposes of determining whether the Company will have more than 100 Members, each Person indirectly owning a Company Interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a "flow- through entity") shall be treated as a Member unless the Executive Committee unanimously determines, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner's interest in the follow-through entity is attributable to the flow-through entity's interest (direct or indirect) in the Company.
